SECURITIES PURCHASE AGREEMENT


 


This SECURITIES PURCHASE
AGREEMENT (the “Agreement”), dated as of June 27, 2018 (the “Execution Date”), is
entered into by and between Rocky Mountain High Brands, Inc., a Nevada corporation with its principal executive office at
9101 LBJ Freeway, Suite 200, Dallas, TX 75243 (the “Company”), and GHS Investments LLC, a Nevada limited
liability company, with offices at 420 Jericho Turnpike, Suite 207, Jericho, NY 11753 (the
“Investor”).


RECITALS:


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall invest up to Fifteen
Million Dollars ($15,000,000) (the “Commitment Amount”) through the purchase of shares of the Company’s
common stock, par value $0.001 per share (the “Common Stock”) from time to time over the course of twenty four
(24) months following an effective registration of the underlying shares (the “Contract Period”);


WHEREAS,
such investments will be made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities
Act of 1933, as amended (the “1933 Act”), Rule 506 of Regulation D promulgated by the SEC under the 1933 Act,
and/or upon such other exemption from the registration requirements of the 1933 Act as may be available with respect to any or
all of the investments in Common Stock to be made hereunder; and


WHEREAS,
contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration
Rights Agreement substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”)
pursuant to which the Company has agreed to provide certain registration rights under the 1933 Act, and the rules and regulations
promulgated thereunder, and applicable state securities laws.


NOW THEREFORE,
in consideration of the foregoing recitals, which shall be considered an integral part of this Agreement, the covenants and agreements
set forth hereafter, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
Company and the Investor hereby agree as follows:


SECTION I.


DEFINITIONS


 


For all purposes
of and under this Agreement, the following terms shall have the respective meanings below, and such meanings shall be equally applicable
to the singular and plural forms of such defined terms.


 


“1933 Act”
shall have the meaning set forth in the recitals.


 


“1934 Act”
shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the
SEC thereunder, all as the same will then be in effect.


 


“Affiliate”
shall have the meaning set forth in Section 5.7.


 


“Agreement”
shall have the meaning set forth in the preamble.


 


“Articles of Incorporation”
shall have the meaning set forth in Section 4.3.


 




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“By-laws”
shall have the meaning set forth in Section 4.3.


 


“Closing”
shall have the meaning set forth in Section 2.5.


 


“Closing Date”
shall have the meaning set forth in Section 2.5.


 


“Common Stock”
shall have the meaning set forth in the recitals.


 


“Control”
or “Controls” shall have the meaning set forth in Section 5.7.


 


“Effective Date”
shall mean the date the SEC declares effective under the 1933 Act the Registration Statement covering the Securities.


 


“Environmental Laws”
shall have the meaning set forth in Section 4.13.


 


“Execution Date”
shall have the meaning set forth in the preamble.


 


“Indemnified Liabilities”
shall have the meaning set forth in Section 10.


 


“Indemnitees”
shall have the meaning set forth in Section 10.


 


“Indemnitor”
shall have the meaning set forth in Section 10.


 


“Ineffective Period”
shall mean any period of time that the Registration Statement or any supplemental registration statement becomes ineffective or
unavailable for use for the sale or resale, as applicable, of any or all of the Registrable Securities (as defined in the Registration
Rights Agreement) for any reason (or in the event the prospectus under either of the above is not current and deliverable) during
any time period required under the Registration Rights Agreement.


 


“Investor”
shall have the meaning set forth in the preamble.


 


“Market Price”
shall mean the lowest trade price of the Company's Common Stock during the Pricing Period.


 


“Material Adverse
Effect” shall have the meaning set forth in Section 4.1.


 


“Maximum Common Stock
Issuance” shall have the meaning set forth in Section 2.6.


 


“Open Period”
shall mean the period beginning on and including the Trading Day immediately following the Effective Date and ending on the earlier
to occur of (i) the date which is twenty four (24) months from the Effective Date; or (ii) termination of the Agreement in accordance
with Section 8.


 


“Pricing Period”
shall mean ten (10) consecutive trading days preceding the receipt of the applicable Put Notice.


 




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“Principal Market”
shall mean the New York Stock Exchange, the NYSE Amex, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select
Market or the OTC Markets, whichever is the principal market on which the Common Stock is listed.


 









“Prospectus”
shall mean the prospectus, preliminary prospectus and supplemental prospectus used in connection with the Registration Statement.


 


“Purchase Amount”
shall mean the total amount being paid by the Investor on a particular Closing Date to purchase the Securities.


 


“Purchase Price”
shall mean eighty two percent (82%) of the Market Price.


 


“Put” shall
mean the Company is entitled to request equity investments (the “Put” or “Puts”) by the Investor during
the Contract Period, pursuant to which the Company will issue Common Stock to the Investor with an aggregate Purchase Price equal
to the value of the Put, subject to a price per share calculation based on the Market Price.


 


“Put Amount”
shall mean the total dollar amount requested by the Company pursuant to an applicable Put. The timing and amounts of each Put shall
be at the discretion of the Company. The maximum dollar amount of each Put will not exceed two times (2x) the average of the daily
trading dollar volume for the Company’s Common Stock during the ten (10) trading days preceding the Put Date. No Put will
be made in an amount greater than five hundred thousand ($500,000). Puts are further limited to the Investor owning no more than
9.99% of the outstanding stock of the Company at any given time.


 


“Put Notice”
shall mean a written notice sent to the Investor by the Company stating the Put Amount in U.S. dollars that the Company intends
to sell to the Investor pursuant to the terms of the Agreement and stating the current number of Shares issued and outstanding
on such date.


 


“Put Notice Date”
shall mean the Trading Day, as set forth below, on which the Investor receives a Put Notice.


 


“Put Restriction”
shall have the meaning set forth in Section 2.3.


 


“Put Shares Due”
shall have the meaning set forth in Section 2.5.


 


“Registration Rights
Agreement” shall have the meaning set forth in the recitals.


 


“Registration Statement”
means the registration statement of the Company filed under the 1933 Act covering the Securities issuable hereunder.


 


“Related Party”
shall have the meaning set forth in Section 5.7.


 


“Resolutions”
shall have the meaning set forth in Section 7.5.


 


“SEC” shall
mean the U.S. Securities and Exchange Commission.


 




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“SEC Documents”
shall have the meaning set forth in Section 4.6.


 


“Securities”
shall mean the shares of Common Stock issued pursuant to the terms of this Agreement.


 


“Settlement Date”
shall have the meaning set forth in Section 6.2.


 


“Shares”
shall mean the shares of the Company’s Common Stock.


 


“Subsidiaries”
shall have the meaning set forth in Section 4.1.


 


“Trading Day”
shall mean any day on which the Principal Market for the Common Stock is open for trading, from the hours of 9:30 am until 4:00
pm.




“Transaction Documents” shall mean this Agreement, the Registration Rights Agreement and supporting documents
between the Company and the Investor as of the date hereof.


 


“Transfer Agent”
shall mean Signature Stock Transfer.


 


 


SECTION II


PURCHASE AND SALE OF COMMON STOCK


 


2.1             
PURCHASE AND SALE OF COMMON STOCK. Subject to the terms and conditions set forth herein, the Company shall issue
and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase
Price of Fifteen Million Dollars ($15,000,000).


 


2.2             
Omit. 


 


 


2.3             
DELIVERY OF PUT NOTICES. Subject to the terms and conditions herein, and from time to time during the Open Period,
the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the dollar amount (designated in U.S.
Dollars), which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto
as Exhibit C and incorporated herein by reference. The price of the Put shall be eighty two (82%) percent of the “Market
Price,” which is the lowest traded price of the Company’s Common Stock for ten (10) consecutive trading days preceding
the Put Date. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing
has been completed. There will be a minimum of eight (8) trading days between Put Notices. (the “Put Restriction”).


 


2.4             
CONDITIONS TO INVESTOR’S OBLIGATION TO PURCHASE SHARES.


 


Notwithstanding anything to the contrary
in this Agreement, the Company shall not be entitled to deliver a Put Notice and the Investor shall not be obligated to purchase
any Shares at a Closing unless each of the following conditions are satisfied:


 


i.           
a Registration Statement shall have been declared effective and shall remain effective and available for the resale of all
the Registrable Securities (as defined in the Registration Rights Agreement) at all times until the Closing with respect to the
subject Put Notice;


 


 


ii.           
at all times during the period beginning on the related Put Notice Date and ending on and including the related Closing
Date, the Common Stock shall have been listed or quoted for trading on the Principal Market and shall not have been suspended from
trading thereon for a period of two (2) consecutive Trading Days during the Open Period and the Company shall not have been notified
of any pending or threatened proceeding or other action to suspend the trading of the Common Stock;


 


iii.           
the Company has complied with its obligations and is otherwise not in breach of or in default under, this Agreement, the
Registration Rights Agreement or any other agreement executed between the parties, which has not been cured prior to delivery of
the Put Notice;


 


iv.           
no injunction shall have been issued and remain in force, or action commenced by a governmental authority which has not
been stayed or abandoned, prohibiting the purchase or the issuance of the Securities; and


 


v.           
the issuance of the Securities will not violate any shareholder approval requirements of the Principal Market.


If any of
the events described in clauses (i) through (v) above occurs during a Pricing Period, then the Investor shall have no obligation
to purchase the Put Amount of Common Stock set forth in the applicable Put Notice.


2.5             
MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections
2.5, 7 and 8 of this Agreement, at the end of the Pricing Period, the Purchase Price shall be established and the number of Put
Shares shall be delivered for a particular Put.




The Closing of a Put shall occur upon the first Trading Day following the receipt and approval by Investor's broker of the
Put Shares, whereby the Company shall have caused the Transfer Agent to electronically transmit, prior to the applicable Closing
Date, the applicable Put Shares by crediting the account of the Investor's broker with DTC through its Deposit Withdrawal Agent
Commission ("DWAC") system, and the Investor shall deliver the amount specified in the Put Notice by wire transfer
of immediately available funds to an account designated by the Company within twenty four (24) hours of receipt and approval by
the Investor's Broker ("Closing Date" or "Closing"). In addition, on or prior to such Closing
Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered
or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated
herein.





In the event that (i) the lowest volume-weighted average price (the “VWAP”) of the Company’s Common Stock
for any given trading day during the ten (10) trading days following a Put Notice (the “Trading Period”) is
less than 80% of the Market Price used to determine the Purchase Price in connection with the Put and (ii) as of the end of such
Trading Period, the Investor holds Shares issued pursuant to such Put Notice (the “Trading Period Shares”),
then the Company shall issue such additional Shares, on the Trading Day immediately following the Trading Period, as may be necessary
to adjust the Purchase Price for that portion of the Put represented by the Trading Period Shares to equal the lowest VWAP during
the Trading Period.




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2.6             
OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the contrary, if during the
Open Period the Company becomes listed on an exchange which limits the number of shares of Common Stock that may be issued without
shareholder approval, then the number of Shares issuable by the Company and purchasable by the Investor, shall not exceed that
number of the shares of Common Stock that may be issuable without shareholder approval (the “Maximum Common Stock Issuance”).
If such issuance of shares of Common Stock could cause a delisting on the Principal Market, then the Maximum Common Stock Issuance
shall first be approved by the Company’s shareholders in accordance with applicable law and the By-laws and the Articles
of Incorporation of the Company, if such issuance of shares of Common Stock could cause a delisting on the Principal Market. The
parties understand and agree that the Company’s failure to seek or obtain such shareholder approval shall in no way adversely
affect the validity and due authorization of the issuance and sale of Securities or the Investor’s obligation in accordance
with the terms and conditions hereof to purchase a number of Shares in the aggregate up to the Maximum Common Stock Issuance, and
that such approval pertains only to the applicability of the Maximum Common Stock Issuance limitation provided in this Section
2.6.





2.7             
LIMITATION ON AMOUNT OF OWNERSHIP. Notwithstanding anything to the contrary in this Agreement, in no event shall
the Investor be entitled to purchase that number of Shares, which when added to the sum of the number of shares of Common Stock
beneficially owned (as such term is defined under Section 13(d) and Rule 13d-3 of the 1934 Act), by the Investor, would exceed
9.99% of the number of shares of Common Stock outstanding on the Closing Date, as determined in accordance with Rule 13d-1(j) of
the 1934 Act.


  


SECTION III


INVESTOR’S REPRESENTATIONS,
WARRANTIES AND COVENANTS


The Investor
represents and warrants to the Company, and covenants, that to the best of the Investor's knowledge:


3.1             
SOPHISTICATED INVESTOR. The Investor has, by reason of its business and financial experience, such knowledge, sophistication
and experience in financial and business matters and in making investment decisions of this type that it is capable of (I) evaluating
the merits and risks of an investment in the Securities and making an informed investment decision; (II) protecting its own interest;
and (III) bearing the economic risk of such investment for an indefinite period of time.





3.2             
AUTHORIZATION; ENFORCEMENT. This Agreement has been duly and validly authorized, executed and delivered on behalf
of the Investor and is a valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms,
subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and
remedies.





3.3             
SECTION 9 OF THE 1934 ACT. During the term of this Agreement, the Investor will comply with the provisions of Section
9 of the 1934 Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock.





3.4             
ACCREDITED INVESTOR. Investor is an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation
D of the 1933 Act.




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3.5             
NO CONFLICTS. The execution, delivery and performance of the Transaction Documents by the Investor and the consummation
by the Investor of the transactions contemplated hereby and thereby will not result in a violation of Partnership Agreement or
other organizational documents of the Investor.





3.6             
OPPORTUNITY TO DISCUSS. The Investor has received all materials relating to the Company’s business, finance
and operations which it has requested. The Investor has had an opportunity to discuss the business, management and financial affairs
of the Company with the Company’s management.





3.7             
INVESTMENT PURPOSES. The Investor is purchasing the Securities for its own account for investment purposes and not
with a view towards distribution and agrees to resell or otherwise dispose of the Securities solely in accordance with the registration
provisions of the 1933 Act (or pursuant to an exemption from such registration provisions).





3.8             
NO REGISTRATION AS A DEALER. The Investor is not required to be registered as a “dealer” under the 1934
Act, either as a result of its execution and performance of its obligations under this Agreement or otherwise.





3.9             
GOOD STANDING. The Investor is a limited liability company, duly organized, validly existing and in good standing
in the State of Nevada.





3.10         
TAX LIABILITIES. The Investor understands that it is liable for its own tax liabilities.





3.11         
REGULATION M. The Investor will comply with Regulation M under the 1934 Act, if applicable.


 


3.12         
No Short Sales. No short sales shall be permitted by the Investor
or its affiliates during the period commencing on the Execution Date and continuing through the termination of this Agreement.


SECTION IV


REPRESENTATIONS AND WARRANTIES OF
THE COMPANY


Except
as set forth in the Schedules attached hereto, or as disclosed on the Company’s SEC Documents, the Company represents and
warrants to the Investor that:


4.1             
ORGANIZATION AND QUALIFICATION. The Company is a corporation duly organized and validly existing in good standing
under the laws of the State of Nevada, and has the requisite corporate power and authorization to own its properties and to carry
on its business as now being conducted. Both the Company and the companies it owns or controls (“Subsidiaries”)
are duly qualified to do business and are in good standing in every jurisdiction in which its ownership of property or the nature
of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or
be in good standing would not have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect”
means a change, event, circumstance, effect or state of facts that has had or is reasonably likely to have, a material adverse
effect on the business, properties, assets, operations, results of operations, financial condition or prospects of the Company
and its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements and instruments
to be entered into in connection herewith, or on the authority or ability of the Company to perform its obligations under the Transaction
Documents.




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4.2             
AUTHORIZATION; ENFORCEMENT; COMPLIANCE WITH OTHER INSTRUMENTS.


 


i.           
The Company has the requisite corporate power and authority to enter into and perform the Transaction Documents, and to
issue the Securities in accordance with the terms hereof and thereof.





ii.           
The execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated
hereby and thereby, including without limitation the issuance of the Securities pursuant to this Agreement, have been duly and
validly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company,
its Board of Directors, or its shareholders.





iii.           
The Transaction Documents have been duly and validly executed and delivered by the Company.





iv.           
The Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in
accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’
rights and remedies.





4.3             
CAPITALIZATION. As of the date hereof, the authorized capital stock of the Company consists of 4,000,000shares of
Common Stock, par value $0.001per share, of which as of the date hereof approximately 1,596,766,186 shares are issued and outstanding,
and 1,000,000- shares of Series A Preferred Stock, of which 1,000,000 - shares are issued and outstanding. All of such outstanding
shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable.




Except as disclosed in the Company’s publicly available filings with the SEC or as otherwise set forth on Schedule 4.3:





i.           
no shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens
or encumbrances suffered or permitted by the Company;





ii.           
there are no outstanding debt securities;





iii.           
there are no outstanding shares of capital stock, options, warrants, scrip, rights to subscribe to, calls or commitments
of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or
any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries
is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants,
scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible
into, any shares of capital stock of the Company or any of its Subsidiaries;





iv.           
there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the
sale of any of their securities under the 1933 Act (except the Registration Rights Agreement);




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v.           
there are no outstanding securities of the Company or any of its Subsidiaries which contain any redemption or similar provisions,
and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may
become bound to redeem a security of the Company or any of its Subsidiaries;





there are no securities or
instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described
in this Agreement


vi.           
the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar
plan or agreement; and





vii.           
there is no dispute as to the classification of any shares of the Company’s capital stock.


The Company
has furnished to the Investor, or the Investor has had access through EDGAR to, true and correct copies of the Company’s
Articles of Incorporation, as in effect on the date hereof (the “Articles of Incorporation”), and the Company’s
By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or
exercisable for Common Stock and the material rights of the holders thereof in respect thereto.


4.4             
ISSUANCE OF SHARES. The Company has reserved, or shall have reserved upon effectiveness of the amendment to its Articles
of Incorporation described in Section 4.3, above (which Amendment shall occur no later than 30 calendar days from the execution
of this Agreement), the amount of Shares included in the Registration Statement for issuance pursuant to the Transaction Documents,
which have been duly authorized and reserved (subject to adjustment pursuant to the Company’s covenant set forth in Section
5.5 below) pursuant to this Agreement. Upon issuance in accordance with this Agreement, the Securities will be validly issued,
fully paid for and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. In the event
the Company cannot register a sufficient number of Shares for issuance pursuant to this Agreement, the Company will use its best
efforts to authorize and reserve for issuance the number of Shares required for the Company to perform its obligations hereunder
as soon as reasonably practicable.





4.5             
NO CONFLICTS. The execution, delivery and performance of the Transaction Documents by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Articles of Incorporation,
any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company or the By-laws;
or (ii) conflict with, or constitute a material default (or an event which with notice or lapse of time or both would become a
material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material
agreement, contract, indenture mortgage, indebtedness or instrument to which the Company or any of its Subsidiaries is a party,
or to the Company’s knowledge result in a violation of any law, rule, regulation, order, judgment or decree (including United
States federal and state securities laws and regulations and the rules and regulations of the Principal Market or principal securities
exchange or trading market on which the Common Stock is traded or listed) applicable to the Company or any of its Subsidiaries
or by which any property or asset of the Company or any of its Subsidiaries is bound or affected. Neither the Company nor its Subsidiaries
is in violation of any term of, or in default under, the Articles of Incorporation, any Certificate of Designations, Preferences
and Rights of any outstanding series of preferred stock of the Company or the By-laws or their organizational charter or by-laws,
respectively, or any contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute,
rule or regulation applicable to the Company or its Subsidiaries, except for possible conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations that would not individually or in the aggregate have or constitute a Material Adverse
Effect. The business of the Company and its Subsidiaries is not being conducted, and shall not be conducted, in violation of any
law, statute, ordinance, rule, order or regulation of any governmental authority or agency, regulatory or self-regulatory agency,
or court, except for possible violations the sanctions for which either individually or in the aggregate would not have a Material
Adverse Effect. Except as specifically contemplated by this Agreement and as required under the 1933 Act or any securities laws
of any states, to the Company’s knowledge, the Company is not required to obtain any consent, authorization, permit or order
of, or make any filing or registration (except the filing of a registration statement as outlined in the Registration Rights Agreement
between the parties) with, any court, governmental authority or agency, regulatory or self-regulatory agency or other third party
in order for it to execute, deliver or perform any of its obligations under, or contemplated by, the Transaction Documents in accordance
with the terms hereof or thereof. All consents, authorizations, permits, orders, filings and registrations which the Company is
required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof and are in
full force and effect as of the date hereof. The Company and its Subsidiaries are unaware of any facts or circumstances which might
give rise to any of the foregoing. The Company is not, and will not be, in violation of the listing requirements of the Principal
Market as in effect on the date hereof and on each of the Closing Dates and is not aware of any facts which would reasonably lead
to delisting of the Common Stock by the Principal Market in the foreseeable future.




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4.6             
 SEC DOCUMENTS; FINANCIAL STATEMENTS. As of the date hereof, the Company has filed all reports, schedules, forms,
statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all
of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto
and documents incorporated by reference therein, and amendments thereto, being hereinafter referred to as the “SEC Documents”).
The Company has delivered to the Investor or its representatives, or they have had access through EDGAR to, true and complete copies
of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements
of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the
SEC Documents, at the time they were filed with the SEC or the time they were amended, if amended, contained any untrue statement
of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements
of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements
and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance
with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board (“PCAOB”)
consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the
notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed
or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof
and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal
year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not
included in the SEC Documents, including, without limitation, information referred to in Section 4.3 of this Agreement,
contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein,
in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries
or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which
was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company
or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed
by the Company prior to such Closing Date.





4.7             
ABSENCE OF CERTAIN CHANGES. Except as otherwise set forth in the SEC Documents, the Company does not intend to change
the business operations of the Company in any material way. The Company has neither taken any steps, and does not currently expect
to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or its Subsidiaries have any knowledge
or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings.


 


4.8             
ABSENCE OF LITIGATION AND/OR REGULATORY PROCEEDINGS. Except as set forth in the SEC Documents, there is no action,
suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization
or body pending or, to the knowledge of the executive officers of Company or any of its Subsidiaries, threatened against or affecting
the Company, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’
officers or directors in their capacities as such, in which an adverse decision could have a Material Adverse Effect.


 


4.9             
ACKNOWLEDGMENT REGARDING INVESTOR’S PURCHASE OF SHARES. The Company acknowledges and agrees that the Investor
is acting solely in the capacity of an arm’s length Investor with respect to the Transaction Documents and the transactions
contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary
of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby
and thereby and any advice given by the Investor or any of its respective representatives or agents in connection with the Transaction
Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Securities,
and is not being relied on by the Company. The Company further represents to the Investor that the Company’s decision to
enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.




    	 	9	 



    	 



    




4.10         
NO UNDISCLOSED EVENTS, LIABILITIES, DEVELOPMENTS OR CIRCUMSTANCES. Except as set forth in the SEC Documents, as of
the date hereof, no event, liability, development or circumstance has occurred or exists, or to the Company’s knowledge is
contemplated to occur, with respect to the Company or its Subsidiaries or their respective business, properties, assets, prospects,
operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a
registration statement filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not
been publicly announced.


 


4.11         
EMPLOYEE RELATIONS. Neither the Company nor any of its Subsidiaries is involved in any union labor dispute nor, to
the knowledge of the Company or any of its Subsidiaries, is any such dispute threatened. Neither the Company nor any of its Subsidiaries
is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that relations with their employees
are good. No executive officer (as defined in Rule 501(f) of the 1933 Act) has notified the Company that such officer intends to
leave the Company’s employ or otherwise terminate such officer’s employment with the Company.


 


4.12         
INTELLECTUAL PROPERTY RIGHTS. The Company and its Subsidiaries own or possess adequate rights or licenses to use
all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions,
licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as
now conducted. Except as set forth in the SEC Documents, none of the Company’s trademarks, trade names, service marks, service
mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, government authorizations,
trade secrets or other intellectual property rights necessary to conduct its business as now or as proposed to be conducted have
expired or terminated, or are expected to expire or terminate within two (2) years from the date of this Agreement. The Company
and its Subsidiaries do not have any knowledge of any infringement by the Company or its Subsidiaries of trademark, trade name
rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade
secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information
by others and, except as set forth in the SEC Documents, there is no claim, action or proceeding being made or brought against,
or to the Company’s knowledge, being threatened against, the Company or its Subsidiaries regarding trademark, trade name,
patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or
other infringement; and the Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any
of the foregoing. The Company and its Subsidiaries have taken commercially reasonable security measures to protect the secrecy,
confidentiality and value of all of their intellectual properties.





4.13         
ENVIRONMENTAL LAWS. The Company and its Subsidiaries (i) are, to the knowledge of the management and directors of
the Company and its Subsidiaries, in compliance with any and all applicable foreign, federal, state and local laws and regulations
relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or
contaminants (“Environmental Laws”); (ii) have, to the knowledge of the management and directors of the Company,
received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective
businesses; and (iii) are in compliance, to the knowledge of the management and directors of the Company, with all terms and conditions
of any such permit, license or approval where, in each of the three (3) foregoing cases, the failure to so comply would have, individually
or in the aggregate, a Material Adverse Effect.


 


4.14         
TITLE. The Company and its Subsidiaries have good and marketable title to all personal property owned by them which
is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects
except such as are described in the SEC Documents or such as do not materially affect the value of such property and do not interfere
with the use made and proposed to be made of such property by the Company or any of its Subsidiaries. Any real property and facilities
held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with
such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings
by the Company and its Subsidiaries.




    	 	10	 



    	 



    

 


4.15         
INSURANCE. Each of the Company’s Subsidiaries are insured by insurers of recognized financial responsibility
against such losses and risks and in such amounts as management of the Company reasonably believes to be prudent and customary
in the businesses in which the Company and its Subsidiaries are engaged. Neither the Company nor any of its Subsidiaries has been
refused any insurance coverage sought or applied for and neither the Company nor its Subsidiaries has any reason to believe that
it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from
similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.


 


4.16         
REGULATORY PERMITS. The Company and its Subsidiaries have in full force and effect all certificates, approvals, authorizations
and permits from the appropriate federal, state, local or foreign regulatory authorities and comparable foreign regulatory agencies,
necessary to own, lease or operate their respective properties and assets and conduct their respective businesses, and neither
the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such
certificate, approval, authorization or permit, except for such certificates, approvals, authorizations or permits which if not
obtained, or such revocations or modifications which, would not have a Material Adverse Effect.


 


4.17         
INTERNAL ACCOUNTING CONTROLS. Except as otherwise set forth in the SEC Documents, the Company and each of its Subsidiaries
maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed
in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted accounting principles by a firm with membership to the
PCAOB and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general
or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences. The Company’s management has determined that the Company’s
internal accounting controls were not effective as of the date of this Agreement as further described in the SEC Documents.


 


4.18         
NO MATERIALLY ADVERSE CONTRACTS, ETC. Neither the Company nor any of its Subsidiaries is subject to any charter,
corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s
officers has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is
a party to any contract or agreement which in the judgment of the Company’s officers has or is expected to have a Material
Adverse Effect.


 


4.19         
TAX STATUS. The Company and each of its Subsidiaries has made or filed all United States federal and state income
and all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the
extent that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment
of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in
amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and
has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to
which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing
authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.


 


4.20         
CERTAIN TRANSACTIONS. Except as set forth in the SEC Documents filed at least ten (10) days prior to the date hereof
and except for arm’s length transactions pursuant to which the Company makes payments in the ordinary course of business
upon terms no less favorable than the Company could obtain from disinterested third , none of the officers, directors, or employees
of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as
employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services
to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any
officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, such that disclosure
would be required in the SEC Documents.




    	 	11	 



    	 



    




4.21         
DILUTIVE EFFECT. The Company understands and acknowledges that the number of shares of Common Stock issuable upon
purchases pursuant to this Agreement will increase in certain circumstances including, but not necessarily limited to, the circumstance
wherein the trading price of the Common Stock declines during the period between the Effective Date and the end of the Open Period.
The Company’s executive officers and directors have studied and fully understand the nature of the transactions contemplated
by this Agreement and recognize that they have a potential dilutive effect on the shareholders of the Company. The Board of Directors
of the Company has concluded, in its good faith business judgment, and with full understanding of the implications, that such issuance
is in the best interests of the Company. The Company specifically acknowledges that, subject to such limitations as are expressly
set forth in the Transaction Documents, its obligation to issue shares of Common Stock upon purchases pursuant to this Agreement
is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other
shareholders of the Company.





4.22         
NO GENERAL SOLICITATION. Neither the Company, nor any of its affiliates, nor any person acting on its behalf, has
engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the
offer or sale of the Common Stock to be offered as set forth in this Agreement.


 


4.23         
NO BROKERS, FINDERS OR FINANCIAL ADVISORY FEES OR COMMISSIONS. With the exception of Moody Capital Solutions, Inc.
(6%), no brokers, finders or financial advisory fees or commissions will be payable by the Company, its agents or Subsidiaries,
with respect to the transactions contemplated by this Agreement.


 


4.24         
EXCLUSIVITY. The Company shall not pursue a similar equity financing transaction with any other party unless and
until good faith negotiations have terminated between the Investor and the Company or until such time as the registration statement
has been declared effective by the SEC.


SECTION V


COVENANTS OF THE COMPANY


 


5.1             
BEST EFFORTS. The Company shall use all commercially reasonable efforts to timely satisfy each of the conditions
set forth in Section 7 of this Agreement.


 


5.2             
REPORTING STATUS. Until one of the following occurs, the Company shall file all reports required to be filed with
the SEC pursuant to the 1934 Act, and the Company shall not terminate its status, or take an action or fail to take any action,
which would terminate its status as a reporting company under the 1934 Act: (i) this Agreement terminates pursuant to Section
8 and the Investor has the right to sell all of the Securities without restrictions pursuant to Rule 144 promulgated under
the 1933 Act, or such other exemption, or (ii) the date on which the Investor has sold all the Securities and this Agreement has
been terminated pursuant to Section 8.


 


5.3             
USE OF PROCEEDS. The Company will use the proceeds from the sale of the Shares (excluding amounts paid by the Company
for fees as set forth in the Transaction Documents) for general corporate and working capital purposes and acquisitions or assets,
businesses or operations or for other purposes that the Board of Directors, in its good faith deem to be in the best interest of
the Company.


 


5.4             
FINANCIAL INFORMATION. During the Open Period, the Company agrees to make available to the Investor via EDGAR or
other electronic means the following documents and information on the forms set forth: (i) within five (5) Trading Days after the
filing thereof with the SEC, a copy of its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q, any Current Reports
on Form 8-K and any Registration Statements or amendments filed pursuant to the 1933 Act; (ii) copies of any notices and other
information made available or given to the shareholders of the Company generally, contemporaneously with the making available or
giving thereof to the shareholders; and (iii) within two (2) calendar days of filing or delivery thereof, copies of all documents
filed with, and all correspondence sent to, the Principal Market, any securities exchange or market, or the Financial Industry
Regulatory Association, unless such information is material nonpublic information.




    	 	12	 



    	 



    




5.5             
RESERVATION OF SHARES. The Company shall take all action necessary to at all times have authorized, and reserved
the amount of Shares included in the Company’s registration statement for issuance pursuant to the Transaction Documents.
In the event that the Company determines that it does not have a sufficient number of authorized shares of Common Stock to reserve
and keep available for issuance as described in this Section 5.5, the Company shall use all commercially reasonable efforts
to increase the number of authorized shares of Common Stock by seeking shareholder approval for the authorization of such additional
shares.


 


5.6             
LISTING. The Company shall promptly secure and maintain the listing of all of the Registrable Securities (as defined
in the Registration Rights Agreement) on the Principal Market and each other national securities exchange and automated quotation
system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and shall maintain,
such listing of all Registrable Securities from time to time issuable under the terms of the Transaction Documents. Neither the
Company nor any of its Subsidiaries shall take any action which would be reasonably expected to result in the delisting or suspension
of the Common Stock on the Principal Market (excluding suspensions of not more than one (1) Trading Day resulting from business
announcements by the Company). The Company shall promptly provide to the Investor copies of any notices it receives from the Principal
Market regarding the continued eligibility of the Common Stock for listing on such automated quotation system or securities exchange.
The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5.6.





5.7             
TRANSACTIONS WITH AFFILIATES. The Company shall not, and shall cause each of its Subsidiaries not to, enter into,
amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment
or arrangement with any of its or any Subsidiary’s officers, directors, persons who were officers or directors at any time
during the previous two (2) years, shareholders who beneficially own 5% or more of the Common Stock, or Affiliates or with any
individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual
owns a 5% or more beneficial interest (each a “Related Party”), except for (i) customary employment arrangements
and benefit programs on reasonable terms, (ii) any agreement, transaction, commitment or arrangement on an arms-length basis on
terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party,
or (iii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of
the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not
be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. “Affiliate”
for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has
a 5% or more equity interest in that person or entity, (ii) has 5% or more common ownership with that person or entity, (iii) Controls
that person or entity, or (iv) is under common control with that person or entity. “Control” or “Controls”
for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of another
person or entity.





5.8             
FILING OF FORM 8-K. On or before the date which is four (4) Trading Days after the Execution Date, the Company shall
file a Current Report on Form 8-K with the SEC describing the terms of the transaction contemplated by the Transaction Documents
in the form required by the 1934 Act, if such filing is required.


 


5.9             
CORPORATE EXISTENCE. The Company shall use all commercially reasonable efforts to preserve and continue the corporate
existence of the Company.




    	 	13	 



    	 



    

 


5.10         
NOTICE OF CERTAIN EVENTS AFFECTING REGISTRATION; SUSPENSION OF RIGHT TO MAKE A PUT. The Company shall promptly notify
the Investor upon the occurrence of any of the following events in respect of a Registration Statement or related prospectus in
respect of an offering of the Securities: (i) receipt of any request for additional information by the SEC or any other federal
or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements
to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority
of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose;
(iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of
the Securities for sale in any jurisdiction or the initiation or notice of any proceeding for such purpose; (iv) the happening
of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the
Registration Statement, related prospectus or documents so that, in the case of a Registration Statement, it will not contain any
untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective
amendment or supplement to the Registration Statement would be appropriate, and the Company shall promptly make available to Investor
any such supplement or amendment to the related prospectus. The Company shall not deliver to Investor any Put Notice during the
continuation of any of the foregoing events in this Section 5.10.





5.11         
TRANSFER AGENT. Upon effectiveness of the Registration Statement, and for so long as the Registration Statement is
effective, following delivery of a Put Notice, the Company shall deliver instructions to the Transfer Agent to issue Shares to
the Investor that are covered for resale by the Registration Statement free of restrictive legends.


 


5.12         
ACKNOWLEDGEMENT OF TERMS. The Company hereby represents and warrants to the Investor that: (i) it is voluntarily
entering into this Agreement of its own freewill, (ii) it is not entering this Agreement under economic duress, (iii) the terms
of this Agreement are reasonable and fair to the Company, and (iv) the Company has had independent legal counsel of its own choosing
review this Agreement, advise the Company with respect to this Agreement, and represent the Company in connection with this Agreement.


SECTION VI


CONDITIONS OF THE COMPANY’S
OBLIGATION TO SELL


 


The obligation
hereunder of the Company to issue and sell the Shares to the Investor is further subject to the satisfaction, at or before each
Closing Date, of each of the following conditions set forth below. These conditions are for the Company’s sole benefit and
may be waived by the Company at any time in its sole discretion.


6.1             
The Investor shall have executed this Agreement and the Registration Rights Agreement and delivered the same to the Company.





6.2             
The Investor shall have delivered to the Company the Purchase Price for the Shares being purchased by the Investor.





6.3             
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement.




    	 	14	 



    	 



    

 


SECTION VII


FURTHER CONDITIONS OF THE INVESTOR’S
OBLIGATION TO PURCHASE


 


The obligation
of the Investor hereunder to purchase Securities is subject to the satisfaction, on or before each Closing Date, of each of the
following conditions set forth below.


7.1                
The Company shall have executed the Transaction Documents and delivered the same to the Investor.





7.2                
The representations and warranties of the Company shall be true and correct as of the date when made and as of the applicable
Closing Date as though made at that time and the Company shall have performed, satisfied and complied with the covenants, agreements
and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company on or before such
Closing Date. The Investor may request an update as of such Closing Date regarding the representation contained in Section 4.3.





7.3                
The Company shall have executed and delivered to the Investor the certificates representing, or have executed electronic
book-entry transfer of, the Securities (in such denominations as the Investor shall request) being purchased by the Investor at
such Closing.





7.4                
The Board of Directors of the Company shall have adopted resolutions consistent with Section 4.2(ii) (the “Resolutions”)
and such Resolutions shall not have been amended or rescinded prior to such Closing Date.





7.5                
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement.





7.6                
Pursuant to the terms of the Registration Rights Agreement, within thirty (30) days after the Agreement is executed, the
Company agrees to use its best efforts to file with the SEC the Registration Statement (as defined in the Registration Rights Agreement)
covering the shares of stock underlying the equity financing and Promissory Note contemplated herein. Such Registration Statement
shall conform to the requirements of the rules and regulations of the SEC and the terms and conditions of this agreement as expressed
in the Registration Statement shall be reviewed and approved by the Investor. The Company will take any and all steps necessary
to have the Registration Statement declared effective by the SEC within 30 days but no more than 90 days after the Company has
filed its Registration Statement. Such Registration Statement shall conform to the requirements of the rules and regulations of
the SEC and the terms and conditions of the equity financing as expressed in the Registration Statement and shall be reviewed and
approved by the Investor. The Registration Statement shall be effective on each Closing Date and no stop order suspending the effectiveness
of the Registration Statement shall be in effect or to the Company’s knowledge shall be pending or threatened. Furthermore,
on each Closing Date (I) neither the Company nor the Investor shall have received notice that the SEC has issued or intends to
issue a stop order with respect to such Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness
of such Registration Statement, either temporarily or permanently, or intends or has threatened to do so (unless the SEC’s
concerns have been addressed), and (II) no other suspension of the use or withdrawal of the effectiveness of such Registration
Statement or related prospectus shall exist.





7.7                
At the time of each Closing, the Registration Statement (including information or documents incorporated by reference therein)
and any amendments or supplements thereto shall not contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein not misleading or which would require public disclosure
or an update supplement to the prospectus.




    	 	15	 



    	 



    




7.8                
If applicable, the shareholders of the Company shall have approved the issuance of any Shares in excess of the Maximum Common
Stock Issuance in accordance with Section 2.6 or the Company shall have obtained appropriate approval pursuant to the requirements
of Nevada law and the Company’s Articles of Incorporation and By-laws.





7.9                
The conditions to such Closing set forth in Section 2.4 shall have been satisfied on or before such Closing Date.





7.10            
The Company shall have certified to the Investor the number of Shares of Common Stock outstanding when a Put Notice is given
to the Investor. The Company’s delivery of a Put Notice to the Investor constitutes the Company’s certification of
the existence of the necessary number of shares of Common Stock reserved for issuance.


SECTION VIII


TERMINATION


 


This Agreement
shall terminate upon any of the following events:


8.1             
when the Investor has purchased an aggregate of Fifteen Million Dollars ($15,000,000) worth of the Common Stock of the Company
pursuant to this Agreement; or





8.2             
on the date which is twenty four (24) months after the Effective Date.


 


Any and
all Shares, or penalties, if any, due under this Agreement shall be immediately payable and due upon termination of this Agreement.


SECTION IX


SUSPENSION


 


The Company's
right to Put the Investor shall be suspended upon any of the following events, and shall remain suspended until such event is rectified:


i.           
The trading of the Common Stock is suspended by the SEC, the Principal Market or FINRA for a period of two (2) consecutive
Trading Days during the Open Period; or





ii.           
The Common Stock ceases to be quoted, listed, traded or has "no bid" (on any given trading day during the relevant
Pricing Period) on the Principal Market or the Registration Statement is no longer effective (except as permitted hereunder). Immediately
upon the occurrence of one of the above-described events, the Company shall send written notice of such event to the Investor.


SECTION X


INDEMNIFICATION


 


In consideration
of the parties mutual obligations set forth in the Transaction Documents, the Company ( the “Indemnitor”) shall
defend, protect, indemnify and hold harmless the Investor and all of the investor’s shareholders, officers, directors, employees,
counsel, and direct or indirect investors and any of the foregoing person’s agents or other representatives (including, without
limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”)
from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages,
and reasonable expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which
indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified
Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (I) any misrepresentation
or breach of any representation or warranty made by the Indemnitor or any other certificate, instrument or document contemplated
hereby or thereby; (II) any breach of any covenant, agreement or obligation of the Indemnitor contained in the Transaction Documents
or any other certificate, instrument or document contemplated hereby or thereby; or (III) any cause of action, suit or claim brought
or made against such Indemnitee by a third party and arising out of or resulting from the execution, delivery, performance or enforcement
of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, except insofar as
any such misrepresentation, breach or any untrue statement, alleged untrue statement, omission or alleged omission is made in reliance
upon and in conformity with information furnished to Indemnitor which is specifically intended for use in the preparation of any
such Registration Statement, preliminary prospectus, prospectus or amendments to the prospectus. To the extent that the foregoing
undertaking by the Indemnitor may be unenforceable for any reason, the Indemnitor shall make the maximum contribution to the payment
and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The indemnity provisions contained
herein shall be in addition to any cause of action or similar rights Indemnitor may have, and any liabilities the Indemnitor or
the Indemnitees may be subject to.




    	 	16	 



    	 



    




SECTION XI


GOVERNING LAW; DISPUTES SUBMITTED TO ARBITRATION.


 


11.1         
Law Governing this Agreement. This Agreement shall be governed by
and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action
brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the
state or federal courts located in New York City, New York State. The parties to this Agreement hereby irrevocably waive any objection
to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or
venue or based upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein
or delivered in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and
hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable
attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection
herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative
to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such
provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision
of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any
suit, action or proceeding in connection with this Agreement or any other Transaction Documents by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.





11.2         
LEGAL FEES; AND MISCELLANEOUS FEES. Except as otherwise set forth in the Transaction Documents (including but not
limited to Section V of the Registration Rights Agreement), each party shall pay the fees and expenses of its advisers, counsel,
the accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of this Agreement. Any attorneys’ fees and expenses incurred by either the Company or
the Investor in connection with the preparation, negotiation, execution and delivery of any amendments to this Agreement or relating
to the enforcement of the rights of any party, after the occurrence of any breach of the terms of this Agreement by another party
or any default by another party in respect of the transactions contemplated hereunder, shall be paid on demand by the party which
breached the Agreement and/or defaulted, as the case may be. The Company shall pay all stamp and other taxes and duties levied
in connection with the issuance of any Securities.


 


11.3         
COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the different signatories hereto
on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute
but one and the same instrument. This Agreement may be executed by facsimile transmission, PDF, electronic signature or other similar
electronic means with the same force and effect as if such signature page were an original thereof.





11.4         
HEADINGS; SINGULAR/PLURAL. The headings of this Agreement are for convenience of reference and shall not form part
of, or affect the interpretation of, this Agreement. Whenever required by the context of this Agreement, the singular shall include
the plural and masculine shall include the feminine.





11.5         
SEVERABILITY. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or
the validity or enforceability of any provision of this Agreement in any other jurisdiction.




    	 	17	 



    	 



    

 


11.6         
ENTIRE AGREEMENT; AMENDMENTS. This Agreement is the FINAL AGREEMENT between the Company and the Investor with respect
to the terms and conditions set forth herein, and, the terms of this Agreement may not be contradicted by evidence of prior, contemporaneous,
or subsequent oral agreements of the Parties. No provision of this Agreement may be amended other than by an instrument in writing
signed by the Company and the Investor, and no provision hereof may be waived other than by an instrument in writing signed by
the party against whom enforcement is sought. The execution and delivery of the Transaction Documents shall not alter the force
and effect of any other agreements between the Parties, and the obligations under those agreements.





11.7         
NOTICES. Any notices or other communications required or permitted to be given under the terms of this Agreement
must be in writing and will be deemed to have been delivered (I) upon receipt, when delivered personally; (II) upon receipt, when
sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); or (III) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed
to the party to receive the same. The addresses and facsimile numbers for such communications shall be:


	
        If to the Company:

         

         

         

         

         

        With a copy to:

         
	 	
        Rocky Mountain High Brands, Inc.

        9101 LBJ Freeway, Suite 200

        Dallas, TX 75243

        Attn: Michael Welch, CEO

         

        Laxague Law, Inc.

        1 East Liberty, Suite 600

        Reno, NV 89501

        Attn: Joe Laxague, Esq.

        Fax: (775) 996-3283

        

        

	
        If to the Investor:

         

         

         

         
	 	
        GHS Investments, LLC

        420 Jericho Turnpike, Suite 207

        Jericho, NY 11753

        Fax: (212) 574-3326

         

         



Each party shall provide
five (5) days prior written notice to the other party of any change in address or facsimile number.


 


11.8         
NO ASSIGNMENT. This Agreement may not be assigned.





11.9         
NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the parties hereto and is not for the
benefit of, nor may any provision hereof be enforced by, any other person, except that the Company acknowledges that the rights
of the Investor may be enforced by its general partner.





11.10     
SURVIVAL. The representations and warranties of the Company and the Investor contained in Sections 3 and 4,
the agreements and covenants set forth in Sections 5 and 6, and the indemnification provisions set forth in Section
10, shall survive each of the Closings and the termination of this Agreement.




    	 	18	 



    	 



    

 


11.11     
PUBLICITY. The Investor acknowledges that this Agreement and all or part of the Transaction Documents may be deemed
to be “material contracts” as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may
therefore be required to file such documents as exhibits to reports or registration statements filed under the 1933 Act or the
1934 Act. The Investor further agrees that the status of such documents and materials as material contracts shall be determined
solely by the Company, in consultation with its counsel. 


11.12     
FURTHER ASSURANCES. Each party shall do and perform, or cause to be done and performed, all such further acts and
things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.





11.13     
PLACEMENT AGENT. If so required, the Company agrees to pay a registered broker dealer, to act as placement agent,
a percentage of the Put Amount on each Put toward the fee as outlined in that certain placement agent agreement entered into between
the Company and the placement agent. The Investor shall have no obligation with respect to any fees or with respect to any claims
made by or on behalf of other persons or entities for fees of a type contemplated in this Section that may be due in connection
with the transactions contemplated by the Transaction Documents. The Company shall indemnify and hold harmless the Investor, their
employees, officers, directors, agents, and partners, and their respective affiliates, from and against all claims, losses, damages,
costs (including the costs of preparation and attorney’s fees) and expenses incurred in respect of any such claimed or existing
fees, as such fees and expenses are incurred.





11.14     
NO STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the parties
to express their mutual intent, and no rules of strict construction will be applied against any party, as the parties mutually
agree that each has had a full and fair opportunity to review this Agreement and seek the advice of counsel on it.





11.15     
REMEDIES. The Investor shall have all rights and remedies set forth in this Agreement and the Registration Rights
Agreement and all rights and remedies which such holders have been granted at any time under any other agreement or contract and
all of the rights which the Investor has by law. Any person having any rights under any provision of this Agreement shall be entitled
to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any default or
breach of any provision of this Agreement, including the recovery of reasonable attorneys fees and costs, and to exercise all other
rights granted by law.





11.16     
PAYMENT SET ASIDE. To the extent that the Company makes a payment or payments to the Investor hereunder or under
the Registration Rights Agreement or the Investor enforces or exercises its rights hereunder or thereunder, and such payment or
payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent
or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company,
a trustee, receiver or any other person under any law (including, without limitation, any bankruptcy law, state or federal law,
common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement
or setoff had not occurred.





11.17     
PRICING OF COMMON STOCK. For purposes of this Agreement, the price of the Common Stock shall be as reported by Quotestream
Media.




    	 	19	 



    	 



    




SECTION XII


NON-DISCLOSURE OF NON-PUBLIC INFORMATION


 


The Company shall
not disclose non-public information to the Investor, its advisors, or its representatives.


 


Nothing
herein shall require the Company to disclose non-public information to the Investor or its advisors or representatives, and the
Company represents that it does not disseminate non-public information to any investors who purchase stock in the Company in a
public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary,
the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Investor and, if any, underwriters,
of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which
it becomes aware, constituting non-public information (whether or not requested of the Company specifically or generally during
the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration
Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein
in order to make the statements, therein, in light of the circumstances in which they were made, not misleading. Nothing contained
in this Section 12 shall be construed to mean that such persons or entities other than the Investor (without the written
consent of the Investor prior to disclosure of such information) may not obtain non-public information in the course of conducting
due diligence in accordance with the terms of this Agreement and nothing herein shall prevent any such persons or entities from
notifying the Company of their opinion that based on such due diligence by such persons or entities, that the Registration Statement
contains an untrue statement of material fact or omits a material fact required to be stated in the Registration Statement or necessary
to make the statements contained therein, in light of the circumstances in which they were made, not misleading.


SECTION XIII


ACKNOWLEDGEMENTS OF THE PARTIES


 


Notwithstanding
anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor
makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor
will not short the Company’s common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. EST on
the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions
contemplated hereby and in the other Transaction Documents; (iii) the Company has not and shall not provide material non-public
information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality
and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements
set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company.


[Signature page follows]




    	 	20	 



    	 



    

 


Your signature
on this Signature Page evidences your agreement to be bound by the terms and conditions of the Agreement as of the date first written
above. The undersigned signatory hereby certifies that he has read and understands the Agreement, and the representations made
by the undersigned in this Agreement are true and accurate, and agrees to be bound by its terms.


GHS INVESTMENTS, LLC


 


 


By: /s/ Mark Grober


Name: Mark Grober


Title: Member






ROCKY MOUNTAIN HIGH BRANDS, INC.


 


By: /s/ Michael Welch


Name: Michael Welch


Title: Chief Executive Officer


 


 




[SIGNATURE PAGE OF EQUITY FINANCING INVESTMENT AGREEMENT]




    	 	21	 



    	 



    

 


Schedule 4.3




LIST OF EXHIBITS


 


EXHIBIT ARegistration Rights
Agreement


EXHIBIT
BNotice of Effectiveness


EXHIBIT CPut Notice


EXHIBIT DPut Settlement Sheet




    	 	22	 



    	 



    

 


EXHIBIT A


REGISTRATION RIGHTS AGREEMENT


See attached. 




    	 	23	 



    	 



    

 


EXHIBIT B


FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


Date: __________


[


TRANSFER AGENT]


Re: Rocky Mountain High Brands,
Inc.


Ladies and Gentlemen:


We are
counsel to Rocky Mountain High Brands, Inc., a Nevada corporation (the “Company”), and have represented the Company
in connection with that certain Equity Financing Agreement (the “Investment Agreement”) entered into by and among the
Company and GHS Investments LLC (the “Investor”) pursuant to which the Company has agreed to issue to the Investor
shares of the Company’s common stock, $par value per share (the “Common Stock”), on the terms and conditions
set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights
Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other
things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common
Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”).
In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company
filed a Registration Statement on Form S- ___ (File No. 333-________) (the “Registration Statement”) with the Securities
and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder
thereunder.


In connection with the
foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring
the Registration Statement effective under the 1933 Act at ______ on __________, 20__ and we have no knowledge, after telephonic
inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings
for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for sale under the
1933 Act pursuant to the Registration Statement.


 


Very truly
yours,


 


[Company
Counsel]




    	 	24	 



    	 



    

 


EXHIBIT C


FORM OF PUT NOTICE


 


Date:


RE: Put Notice Number __


Dear Mr.__________,


This is to inform you that as of
today, Rocky Mountain High Brands, Inc., a Nevada corporation (the “Company”), hereby elects to exercise its right
pursuant to the Investment Agreement to require GHS Investments LLC to purchase shares of its common stock. The Company hereby
certifies that:


The amount of this put is $__________.


The Pricing Period runs from
_______________ until _______________.


The Purchase Price is: $_______________


The number of Put Shares Due:___________________.


The current number of shares
of common stock issued and outstanding is: _________________.


The number of shares currently
available for issuance on the S-1 is: ________________________.


 


Regards,


Rocky Mountain High Brands, Inc.


 


By: __________________________________


Name: 


Title:




    	 	25	 



    	 



    

 


EXHIBIT D


PUT SETTLEMENT SHEET


Date: ________________


Dear Mr. ________,


Pursuant to the Put given by Rocky
Mountain High Brands, Inc. to GHS Investments LLC (“GHS”) on _________________ 201_, we are now submitting the amount
of common shares for you to issue to GHS.


Please have a certificate bearing
no restrictive legend totaling __________ shares issued to GHS immediately and send via DWAC to the following account:


[INSERT]


If not DWAC eligible, please
send FedEx Priority Overnight to:


[INSERT ADDRESS]


Once these shares are received
by us, we will have the funds wired to the Company.


Regards,


GHS INVESTMENTS LLC


 


 


By: _________________________________


Name:


Title: Member


 



    	 	26